

FOR IMMEDIATE RELEASE
February 26, 1998

Contact: Guy T. Marcus          Don Galletly            George Sard/David Reno
         Halliburton Company    Dresser Industries      Sard Verbinnen & Co.
         (214) 978-2691         (214) 740-6757          (212) 687-8080

                   HALLIBURTON AND DRESSER INDUSTRIES ANNOUNCE
                            $7.7 BILLION STOCK MERGER

 Strategic Merger Will Create Oilfield Services and Engineering & Construction
         Company with Broadest Range of Petroleum Service Capabilities

         DALLAS, Texas -- Halliburton Company (NYSE:HAL) and Dresser Industries,
Inc.  (NYSE:DI)  today  announced  a strategic  combination  that will create an
oilfield  services and  engineering and  construction  company with the broadest
range of services to the petroleum industry worldwide.
         Under the terms of a definitive merger agreement  unanimously  approved
by the board of directors of both companies,  Dresser  Industries'  shareholders
will receive one newly issued share of Halliburton common stock for each Dresser
common share. Based on Halliburton's closing price yesterday, the transaction is
currently valued at $44.00 per Dresser share, or a total of  approximately  $7.7
billion.  The transaction will be accounted for as a pooling of interests and is
expected to be tax-free to Dresser's shareholders.
         The  companies'  1997  combined  revenues  exceeded $16 billion and the
total backlog was approximately $13 billion. The combined market  capitalization
is over $19 billion.  The company will continue to be called Halliburton Company
and remain  headquartered in Dallas, with a work force of approximately  100,000
employees worldwide.
         Dick Cheney,  Halliburton's  chairman and chief executive officer,  who
will be CEO of the  combined  company,  said,  "Halliburton  and  Dresser are an
outstanding  business and cultural fit. This is a win-win  combination  for both
companies'  shareholders,  customers and  employees.  It represents a major step
forward toward our goal of creating a fully integrated  oilfield and engineering
and construction services company with a global leadership position. The ability
to provide complete,  seamless  solutions for customers is becoming the critical
factor  in  winning  large  international  service  contracts.  We will have the
broadest  range of  capabilities  in the  industry  and will  remain  focused on
meeting the multiple and growing needs of customers worldwide."


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         William E. Bradford,  chairman and chief executive  officer of Dresser,
who will become chairman of Halliburton,  said,  "This  transaction  will create
both immediate and long-term value for our shareholders.  The union of these two
great companies is ideal for our customers as well.  Together we will be able to
do more for our  customers  than  either of us could  have done  separately.  By
joining together our highly complementary  operations we will be able to provide
a broader and deeper array of services from upstream to downstream. From seismic
interpretation to well construction, to the transportation and processing of oil
and gas, the combined company will provide end-to-end  integrated solutions that
add value to our customers.  Talented and motivated  employees of both companies
can look forward to exciting futures with numerous  opportunities for growth and
advancement."
     David J. Lesar,  president and chief  operating  officer of Halliburton who
will continue in this role,  said, "We know each other's  business well and have
agreed on the organizational  structure,  which will facilitate a quick,  smooth
integration.   With  our   combined   financial   strength   and   complementary
capabilities, the combined company will also have the resources to significantly
increase  investments  in  state-of-the-art  technology  while  making  targeted
acquisitions to further add to our capabilities.  In addition,  with the revenue
enhancements  and  cost  reductions  we will get from  integrating  these  broad
capabilities, we expect the transaction to be accretive to earnings per share in
the first  full year,  after an  expected  one-time  charge to  consolidate  the
businesses."
         Five Dresser directors will join the Halliburton board,  increasing its
size to 14. Donald C. Vaughn,  president and chief operating officer of Dresser,
will  become vice  chairman of  Halliburton.  Dale P.  Jones,  vice  chairman of
Halliburton  Company,  has elected to retire from the board of directors  and as
vice chairman of Halliburton when the merger is completed.
         The  transaction is expected to be completed in the fall of 1998 and is
subject to regulatory  approvals in the United States,  Europe and several other
countries, shareholder approvals, and customary closing conditions.
         Halliburton has  approximately 262 million  outstanding  common shares,
and will issue approximately 175 million new shares to Dresser shareholders.  As
a result,  Halliburton will have  approximately  438 million shares  outstanding
after  the  merger,  of which  approximately  60%  will be owned by  Halliburton
shareholders and 40% by current Dresser shareholders.


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         SBC Warburg  Dillion Read, Inc. and Goldman  Sachs & Co. are serving as
financial  advisors  to  Halliburton.   Salomon  Smith  Barney  is   serving  as
financial advisor to Dresser.
         Halliburton  Company is one of the world's largest  diversified  energy
services, engineering, maintenance, and construction companies. Founded in 1919,
Halliburton  provides a broad range of energy services and products,  industrial
and marine engineering and construction services.
         Dresser is a leading global  supplier to the total  hydrocarbon  energy
stream. Dresser's product and service offerings encompass sophisticated drilling
and well construction systems as well as technologies,  engineered equipment and
project management for the transportation and conversion of oil and natural gas.
         NOTE:  In  accordance  with the Safe Harbor  provisions  of the Private
Securities  Litigation  Reform  Act of 1995,  Halliburton  Company  and  Dresser
Industries,  Inc.,  caution  that  statements  in this press  release  which are
forward  looking and which provide other than  historical  information,  involve
risks and  uncertainties  that may  impact  the  companies'  actual  results  of
operations. Please see Halliburton's 10-K for the fiscal year ended December 31,
1997 and  Dresser's  10-K for the fiscal year ended  October 31, 1997 for a more
complete discussion of such risk factors.

                                       ###

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